INDEPENDENT CONTRACTOR STAFFING AGREEMENT

This Agreement (the “Agreement”) is entered into this day of 2006, by and
between Ochsner Clinic Foundation, a Louisiana not-for-profit corporation, (“Clinic”)
with its principal place of business at 1514 Jefferson Highway New Orleans, LA 70121
and NEBULAR Scientific, L.L.C. (the “Contractor”).

RECITALS

WHEREAS, Clinic operates an acute care hospital to enhance and improve the
delivery of cost effective, quality healthcare services and promote the education, learning
and skill of physicians, scientists and allied health professionals. Clinic offers a full
service IVF laboratory and embryological services and desires to contract with
Contractor to provide non-exclusive interim staffing for such services at Clinic’s facility;
and

WHEREAS, Contractor desires to provide such interim staffing through the

services of its agent, Vincent J. Williams (“Embryologist”), upon the terms and
conditions set forth in this Agreement; and

WHEREAS, Clinic and Contractor desire to enter into a written agreement to

fully define their respective rights and responsibilities during the term of this Agreement.

NOW THEREFORE, in consideration of the foregoing and the mutual

agreements contained herein, the parties agree as follows:

1. Duties and Responsibilities. The Contractor’s/ Embryologist’s duties,

job description and responsibilities are outlined in Exhibit “A”.

2. Time Devoted and Compensation. The time devoted and compensation

are outlined in Exhibit “B”.

3. Terms and Termination. a. This Agreement shall have a term of 6

months effective as of September 1, 2006 and shall expire on January 31, 2007. This
Agreement may be renewed under like terms only upon the prior written consent of both
parties.

b. Either Clinic or Contractor may terminate this Agreement with or

without cause, for any reason, upon thirty (30) days advance written notice to the other
party.

c. To the extent any of the terms and conditions of this Section do not
comply with regulations implementing the Omnibus Budget Reconciliation Act of 1993
amendments to 42 U.S.C. 1395 nn (the Stark II Legislation) or the Safe Harbor
Regulations, 42 CFR Part 1001, promulgated under the Medicare/Medicaid Anti-

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Kickback Statute 42 U.S.C. 1320s-7b (b), such terms and conditions shall be void and
unenforceable. If this Agreement is terminated pursuant to this Section 3, the parties
agree that Clinic and Contractor shall not enter into another agreement with each other
for the same or similar purpose provided for in this Agreement prior to the first
anniversary of the date of this Agreement, unless the terms and conditions of such new
agreement are the same as those set forth in this Agreement.

d. Termination of this Agreement shall not release or discharge any

party from any obligation or liability which shall have previously accrued and remain to
be performed upon the date of termination.

4. Independent Contractor. It is specifically understood and agreed that

the relationship between Contractor, Embryologist and Clinic is, and shall be considered
at all times, one of independent contractor. Neither Contractor nor Embryologist, nor any
employee or subcontractor of Contractor is or will be considered an employee or agent of
Clinic for any purpose. Neither Contractor nor Embryologist shall have any authority to
bind or act on behalf of Clinic. Neither Contractor, Embryologist nor any other employee
or subcontractor of Contractor will be eligible for, nor participate in, any employee
pension, health, or other employee benefit plan of Clinic. Clinic shall not be obligated to
pay or withhold on behalf of Contractor or Embryologist, any state or federal payroll
deductions, federal income taxes, state income taxes, FICA, FUTA, workers’
compensation, state unemployment contributions, pension, profit sharing, retirement or
disability payments or premiums. Contractor understands and agrees that it is solely
responsible for the payment and withholding of all such sums that may be due and owing.
Contractor shall be liable and responsible for any acts or omissions by its agents and
employees, including Embryologist, which cause (or are alleged to have caused) damage
or injury to Clinic or to Clinic’s employees, patients, or visitors.

5. Warranty. Contractor and Embryologist shall provide services in a

professional manner and in conformity with all applicable laws, regulations and standards
of professional practice and ethics. Contractor and Embryologist agree at all times to
maintain all current applicable licenses and keep and maintain all appropriate records
relating to all services rendered

6. Disclaimer Regarding Referrals. The parties to this Agreement intend

to comply with the Medicare/Medicaid Anti-Kickback Statute, 42 U.S.C. 1320s-7b (b)
and the Safe Harbor Regulations, 42 CFR Part 1001, thereunder promulgated. It is not a
purpose of this Agreement to induce the referral of patients. The parties acknowledge
that nothing in this Agreement is conditioned on any requirement of any party to make
referrals to, be in a position to make or influence referrals to, or otherwise generate
business for the other party.

7. Confidentiality. Contractor and Embryologist understand and agree that

all information, products, product date, trade secrets, patient, customer and supplier lists,
network structure, employee lists, and any other data, whether written, verbal or visual,
connected to or related to the business and affairs of Clinic, whether by contract or

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ownership, disclosed to Contractor and Embryologist and not within the general public
knowledge will be considered for purposes of the Agreement as “Confidential
Information.” Neither Contractor nor Embryologist will publicly disclose, copy,
disseminate or in any manner utilize Confidential Information in its business or otherwise
for any purpose other than the offering of goods and services to Clinic or in the
performance of their obligations under the Agreement. Upon Clinic’s request, Contractor
and Embryologist shall return all copies, written, photographic or otherwise duplicated to
Clinic and will not in any manner use, convey, disclose or disseminate such Confidential
Information for any purpose whatsoever. Clinic’s Confidential Information shall only be
disclosed to and used by the agents and employees of Contractor on a strict “need to
know” basis. Contractor shall be solely and strictly liable for the strict compliance of
such agents and employees with the terms of this provision. Contractor shall also
maintain in secrecy the exact nature of its business dealings with Clinic and the terms and
negotiations related thereto.

8. Dispute Resolution. Notwithstanding anything in the Agreement to the

contrary, if the parties are not able to resolve any dispute, claim or controversy by
negotiation, the parties agree to make a good faith attempt to resolve such dispute, claim
or controversy by mediation, on such terms as the parties find acceptable, including
venue in Jefferson Parish, Louisiana. In the event any action, suit, mediation or
proceeding is brought under or in connection with the Agreement, the prevailing party
shall be entitled to recover and the other party hereby agrees to pay the prevailing party’s
cost of suit, including but not limited to reasonable attorneys’ fees and expert witness fees
and other costs of litigation, as determined by the tribunal.

9. Insurance. As an independent contractor, Contractor and Embryologist

agree and acknowledge that Clinic does not provide any insurance to either, including,
but not limited to, professional liability insurance, worker’s compensation insurance or
any type of general liability insurance. Contractor and/or Embryologist agree to obtain
and maintain throughout the term of this Agreement, professional liability insurance
coverage in an amount no less than $ 1 million per occurrence and $3 million dollars
aggregate in accordance with the provisions of Louisiana law for all services provided
under this Agreement.

Clinic will make available its facility located at 1221 South Clearview Parkway,
Harahan, Louisiana 70123, necessary for Contractor and/or Embryologist to perform its
obligations under the Agreement. Subject to Clinic’s normal safety policy procedures,
Clinic agrees to grant access to Contractor’s support staff and necessary for Contractor to
conduct its obligations described in the Agreement. In connection with Clinic’s grant of
access to Contractor, Contractor agrees that it shall maintain comprehensive general
liability insurance in the amount of $1 million suggested per occurrence and $3 million
suggested in the aggregate suggested covering Contractor’s performance under the
Agreement and Worker’s Compensation and disability insurance for all of Contractor’s
employees. Contractor shall provide to Clinic a certificate of insurance furnished by the
insurance provider, which states that such provider will give Clinic ten (10) days written

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notice prior to the termination or modification of the insurance coverage. This provision
shall survive the expiration or earlier termination of the Agreement.

10. Release and Indemnity. The Contractor and Embryologist hereby agree
to indemnify, defend and hold harmless Clinic, their officers, directors, affiliates, agents,
contractors and employees from and against all claims, actions, liability and expense,
including attorneys’ fees and court costs, arising from any acts by the Contractor and/or
Embryologist. Clinic shall retain the right to assume and direct the defense of all claims,
actions, suits, liabilities or losses for which Clinic seeks coverage. The Contractor and
Embryologist further agree to indemnify and hold harmless Clinic, its officers,
employees, directors, and agents from any claim by the Contractor, Embryologist, its
employees, agents, subcontractors, relatives, heirs, or assigns, arising out of the
Contractor’s or Embryologist’s contracted activities.

11. Survival. Notwithstanding termination of this Agreement for any reason,

rights and obligations, which by the terms of this Agreement survive, termination of the
Agreement, shall remain in full force and effect.

12. Sales Tax. Contractor shall be liable for all applicable, city, state and
federal taxes associated with the Services provided to Clinic. Contractor agrees to
cooperate fully with Clinic in order to enable Clinic to more accurately determine its own
tax liability and to minimize such liability to the extent legally permissible. Contractor’s
invoices shall separately state the amount of any taxes Contractor is collecting from
Clinic. Contractor shall provide or make available to Clinic information regarding out-
of-state services performed by Contractor, exemption certificates or information
reasonably requested by Clinic. The parties will work together to segregate all payments
to Contractor under the Agreement into portions which are taxable and non-taxable.

13. Non-Solicitation. Contractor and Embryologist agree that during the

term of this Agreement and for a period of six (6) months following the termination or
expiration of this Agreement, neither shall induce or attempt to induce any employee or
independent contractor of the Clinic to terminate his or her employment or contractual
relationship with Clinic. In the event either Contractor or Embryologist breaches this
section of the Agreement, they agree to pay Clinic as liquidated damages as amount equal
to the compensation paid to such employee or independent contractor by Clinic during
the last full month such individual was employed , multiplied by six (6). The provisions
of this Section shall be deemed continuing and shall survive the termination or expiration
of this Agreement.

14. Miscellaneous Provisions.

a. All notices, requests, claims, demands and other communications

(“Notices”) under this Agreement shall be in writing and shall be delivered by the parties
to the following addresses (or such other address for a party as shall be specified by like
notice):

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If to Clinic: 1514 Jefferson Highway
New Orleans, Louisiana 70121

Attention: Avery Corenswet

110 S. Landcaster Dr.

If to Contractor: Ragamore, MO 64083
Attn:

Unless otherwise provided herein, any such Notice must be in writing and may be
given or delivered by: (i) depositing such Notice in the United States Mail, postage
prepaid and registered or certified with return receipt requested, (ii) by hand-delivering
such Notice, (iii) by sending such Notice by express courier service for next business day
delivery, or (iv) sending such Notice by FedEx or telecopy, the receipt of which is
confirmed in writing by the named recipient. Notice deposited in the mail in the manner
described above shall be effective 72 hours after such deposit, and noticed hand-delivered
or delivered by Fed Ex, telecopy or express courier shall be effective upon delivery.

b. The headings to the Sections have been inserted for convenience of

reference only and shall not modify or restrict any provisions hereof or be used to
construe any such provisions.

c. This Agreement shall be governed by and construed in accordance with

the laws of the State of Louisiana, regardless of the laws that might otherwise govern
under applicable principles of conflicts of laws.

d. This Agreement may be modified, amended or supplemented only by an

instrument in writing signed by both parties.

e. The parties shall act at all times in good faith with respect to one another
in connection with this Agreement and shall perform their respective duties and
obligations set forth herein in good faith and in a timely manner.

f. The waiver by either party of a breach or violation of any provision of this

Agreement shall not operate as, or be construed to be, a waiver of any subsequent breach
of the same or any other provision hereof.

g. In the event any provision of this Agreement is held to be unenforceable

for any reason, the unenforceability thereof shall not affect the remainder of this
Agreement, which shall remain in full force and effect and enforceable in accordance
with its terms.

h. This Agreement constitutes the entire agreement of the parties, and

supersedes any prior agreements or understandings, both written and oral, among the

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parties with regard to the subject matter hereof. No provision of this Agreement is
intended to confer upon any person other than the parties hereto any rights or remedies.

i. Neither this Agreement nor any of the rights, interests or obligations under
this Agreement shall be assigned, in whole or in part, by operation of law, or otherwise,
by either party without the prior written consent of the other party, except that Clinic
retains the right to assign, without the consent of Contractor, it rights, interests and
obligations under this Agreement to an affiliate of Clinic. Any purported assignment,
which does not comply with the foregoing, shall be null and void. Subject to the
preceding sentences, this Agreement will be binding upon, inure to the benefit of, and be
enforceable by, the parties and their respective successors and assigns.

j. If there is a change in any law, regulation or rule, state or federal, which

affects this Agreement or the activities of either party under this Agreement or any
change in the judicial or administrative interpretation of any such law, regulation or rule
and either party reasonably believes in good faith that the change will have a substantial
adverse effect on that party’s business operations or its rights or obligations under this
Agreement, then that party may, upon written notice, require the other party to enter into
good faith negotiations to renegotiate the terms of this Agreement. If the parties are
unable to reach an agreement concerning the modification of this Agreement within the
earlier of 30 days after the date of the notice seeking renegotiation or the effective date of
the change, or if the change is effective immediately, then either party may immediately
terminate this Agreement by written notice to the other party.

k. This Agreement may be executed in counterparts, each of which shall be

deemed an original, and all of such counterparts shall together constitute one and the
same Agreement.

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly

executed by an authorized representative as of the date and year first above written.

Ochsner Clinic Foundation Contractor

By:____________________________ By:__________________________
Name: Name:

Title: Title:

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 EXHIBIT “A”

DUTIES AND RESPONSIBILITES:

The Contractor and Embryologist agree to provide to Clinic the following

specified services (collectively, the “Services”).

1. Placement of micromanipulation proficient Embryologist at the Clinic to perform

an IVF/ICSI Batch or Random Cycle
2. Egg Isolation and Culture
3. Culture Plate Preparation
4. Semen Preparation, Cryopreservation of Embryos and Spermatozoa
5. Assisted Hatching and Fragment Removal
6. Embryo Biopsy
7. Troubleshooting-with review of problem area and provide post-review report with
suggested corrective action
8. Frozen Embryo and Sperm Inventory
9. Assistance in QA, QC, SART and Research Projects.

The Contractor and Embryologist will perform all Services in accordance with (i) all
applicable federal, state and local laws, rules and regulations, and (ii) the standards and
requirements of applicable accrediting, regulatory and licensing agencies or Boards, both
public and private. In addition, at all times during the term of this Agreement, the
Contractor and Embryologist will maintain the necessary licensing and insurance to
perform all Services, unrestricted and in good standing in Louisiana.

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 EXHIBIT “B”

TIME DEVOTED AND COMPENSATION:

Time Devoted by Embryologist It is anticipated the Embryologist will be

scheduled to work a total of 40 hours spread over 5 days in any week. Because the IVF
lab operates when needed, the Embryologist will be scheduled routinely for work on
weekend days and other holidays as part of the “typical” workweek in fulfilling its
obligations under this contract. The particular amount of any time may vary from day to
day or week to week.

In exchange for Contractor and Embryologist providing the Services to Clinic,

Clinic will pay $1000 per day for work performed in accordance with the Agreement. An
allowance of up to $700 for accommodation/living expenses for the week and a per diem
for food of $35 will be provided. Ochsner has a special rate available at our Brent House
Hotel. Travel expenses (including airfare), consistent with Clinic’s internal travel policy,
will be reimbursed within 15 days of presentation of receipts.

The Contractor’s Tax ID# is 43-1892811. This amount will be paid to the Contractor
within thirty (30) days of receipt of an invoice which accurately reflects the time spent
and the hourly rate agreed upon. The Contractor shall not collect any fees directly from
any clients. Both parties acknowledge and agree that the compensation under this
Agreement is for performance of the duties of Contractor and shall not be conditioned on
the referral of clients or patients to Clinic.

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